“It’s a five hour flight, well four hours and forty seven minutes to be exact…” I was seated beside a middle aged woman probably in her early fifties. We had a brief moment when we first sat down, her seat belt and my seat belt were tangled. She laughed sweetly as I stood up and dropped my papers and reading glasses. She handed me the glasses that had landed on her lap, “Oops, I think we have the right ends now…” “Thanks…” Even now at my age I am still awkward around women until I get to know them, I felt foolish not being able to make small talk. “My name’s Brenda,” she offered “John” I replied, wanting to say something cool but never knowing what it should be until half an hour after “Do you live in Perth?” “No, just a business trip… you? “No same, I’m going to a seminar at Curtin, psychology…” “Ah sounds more interesting than my day, writing funding submissions …” We were interrupted by the Flight Attendant providing our first beverage – orange juice for me and white wine for her. The safety instructions droned on, and I looked around the cabin. We were in the fourth row of five, the row behind us had one young bloke on one side and an older one on the other side. Directly across the aisle a young couple both in high spirits, in front a couple of business types suits and ties. “Long flight, do you have a drink?” she said pointing to my empty orange juice glass “Oh yes, but it’s a two mile race not a sprint…” She laughed and touched my arm lightly. The next drinks were on offer, I had red wine this time, a shiraz I think. Brenda was very chatty and after a few drinks we were comfortable just talking. We were telling each other about our lives, she divorced but in a new relationship, and me married with grandchildren. She was polite and said I didn’t seem old enough After an hour and a half, the lights were turned down, and we went quite for a while. She nudged me at one point and nodded toward the young couple opposite, they were entwined kissing, the seat arm rest up. “Young love, ah ain’t it grand” She smiled, “Takes you back… ahhh” The young woman sat in the window seat and the boy in the aisle seat, he leaned over her nuzzling her shoulder with kisses, she look back at us and smiled cheekily. I was a bit self-conscious now. “I guess” Trying not to sound like the lecherous old man that I felt I was at that point. More wine came, and she nudged me again, the young woman was rubbing her partner’s crotch which seemed to be swollen to the point of pain now. I could clearly see the shape of his erect penis through his shorts. The flight attendant casually offered the young couple a blanket which she spread over them covering their laps and lower bodies. We sniggered like naughty school children as the Attendant winked at us. It was hard not to take glimpses until the young women looked up and caught us. She smiled unselfconsciously and went back to the embrace. We were sniggering again conspiratorially, we were fairly tipsy by now. After more wine, she said “I’m slightly jealous, ah to be so young and horny again” I didn’t know what to say. We both looked across the aisle, the couple were now mostly hidden by the blanket. Her face visible in the low light of the cabin. My new friend indicated that she wanted to stand up and get passed me. She face me as she edged passed, her crotch passing within a breath of my nose. I pretended not to notice, but I was turned on. She went to into the toilet near the cockpit, and reappeared after a few minutes, as she made her way back she had a short conversation with the Flight Attendant. “Swap seats, is that OK,…” naturally I complied and sat in her window seat. The Flight Attendant appeared with more wine and a blanket which he placed on her lap. We sipped our drinks and I tried not to look at her. “She looked across the aisle and tugged on my arm to look too, the young woman across the aisle lifted her blanket in our direction revealing her boyfriend’s erect penis fully exposed, just a glimpse but it was enough. The young couple giggled and hid beneath the blanket. The woman lifted the armrest between us and placed the blanket over our laps. She moved closer so our legs touched, the warmth was almost unbearable, my erect penis was throbbing and aching to be released from my pants. She grabbed my right hand and placed it under the blanket palm against her bare cunt, her skirt was pulled up under the blanket. So hot, I could feel her soft pubic hair and her wet lips. I started exploring her gently and cautiously. Trying very hard to hide my actions from the outside world. She slid her hand across my leg and onto my hard cock. I nearly came but managed to pull back from the brink as she found my fly and unzipped me. I concentrated on exploring her clit with my finger tip gently probing, her hood felt large and prominent, the tip of her clit hard about the size of a pea, it felt incredible. More incredible was the fact that I was doing this at 30,000 feet with a complete stranger. “Wow, you are very good..” she whispered in my ear as she extracted my cock from underwear and jeans, bending it almost in half and dragging the head across the teeth of my jeans. She let my cock rest for a few seconds and then she was stroking my shaft with the most beautiful soft touches. “Wow, you’re amazing…” “Do you have a tissue?” “No” “Neither do I, your cock feels amazing…” She looked around the cabin and quickly pulled the blanket up to look at my cock, “Nice… bet your wife loves that.” I was too excited to speak, concentrating on her clit and lips, just managing to slip the tip of my finger into her, she grabbed my shaft hard when I did. “Wait, stop for a second,” We were both trying not to pant. She was squeezing my hand between her legs, the tip of my finger still touching the hood of clit feeling the hard urgent shaft beneath. “Hey,” Brenda hissed and caught the eye of the young woman across the aisle. As she looked up Brenda lifted the blanket enough to expose my erect cock to the young woman, also exposed was my wrist disappearing between her legs. The young woman smiled and flashed the blanket again displaying her partner’s cock. Her hand around the base of his shaft, the head was shiny purple. It wasn’t huge, about 6” and nicely curved back toward his stomach. The two women, shared a quiet laugh. Brenda played with my penis in a way I had always fantasised about. She was gentle and knowledgeable, she seemed to understand the map of the penis, keeping me hovering on the edge for an eternity. I hoped that I was as good for her. I desperately wanted to touch her breasts, but discretion demanded that the action was kept below the waist and under the blanket. “Fuck, your new partner is a lucky man.” I whispered. “Lots of practice, I love penises, ever since I was a kid, I was fascinated by the whole thing…” We continued playing gently me stroking here clit and labia with my fingertips, she, stroking my cock, moving her attention to the less sensitive areas as I was close to cumming. Then suddenly she held my shaft tight and her body shuddered her legs clamping my hand her free hand on mine on her crotch. “Far out… wow…” she bit her bottom lip. “Thank you…” she took her hand form my cock and hugged me close to her our cheeks pressed close, I could smell the sweet perfume mixed with the white wine on her breath. “Ok, tell me when you’re going to cum” Brenda placed her hand back on my cock and retrieved something from the seat pocket, I didn’t see what, but I could only think of one thing. My balls were tight and sore, my cock was so hard it hurt. “Now, I whimpered…. Ugh” She placed something soft over the tip of my cock as I came, the spasms seemed to go on forever, and it was the most intense orgasm I can remember. She kept her hands in place until I touched her wrist. She pulled her hand out from under the blanket to reveal her balled up knickers, black lace briefs, I could see, traces of my silvery cum trapped in the lace as she put them on the seat. “Are you OK”, she still held my cock, and gently squeezed it avoiding the really sensitive parts. “You’re not going to go all weird on me now are you?” “I hope not…” I could feel my cock softening in her hand, “I love that, I love feeling a penis going to sleep in my hand… or mouth.” Brenda laughed, “You should see what I can do with my mouth…” We still had over an hour before landing. I looked over at the young couple, he was leaning back his head nearly over the aisle she was crouching under the blanket in the space between the seats. Brenda and I watched, she was still fondling my soft cock. “Oh wow she is very good” Brenda whispered. The young woman emerged, looked at us and wiped here mouth theatrically, smiling. They regained their composure. He was flushed in the face and self-conscious, she was smiling and hugging him. I put my penis back in my pants and we straightened the blanket. “First time on a plane?” Brenda enquired “Sure was, though I did masturbate in the toilets once when I was about 20.” “I blew my first husband once on a flight to Singapore… he didn’t really appreciate it… idiot” “Mm I appreciate it.” Brenda reached under the seat and retrieved her handbag, she placed the balled up knickers in a zippered compartment. “You’ll have to wash them” “Not until I show Frank.” “What, you’ll tell him…” “Oh yes he’s in the seat behind us…” Brenda smiled and casually passed the handbag over to the man in seat directly behind. He was older than me, distinguished looking. “And that’s his niece and her boyfriend…” They exchanged waves. I felt very strange all of a sudden. What was I part of? This was a peak experience indeed. But waves of fear, guilt and lust washed over me in a second. The man behind us stood and walked to the toilet. “Now I am going to meet him in the toilet, we have bribed the attendant, Frank will hold my knickers to his nose smelling your fresh semen while I suck him off, he has a smallish cock five inches, I can take all of it into my mouth as he shoots down my throat… think about that while I am gone.” Brenda stood up and went into the toilet the attendant stood guard near the door ready to distract any other passengers. They were gone for about ten minutes, Frank returned first, a dignified older gentleman. He leaned close to me as he regained his seat “Thank you John.” Without anything in his voice but actual gratitude. I was dumbfounded. My cock was hard again. Brenda return and regained her seat. “Wow, I know this is probably weird for you. Trish, his niece and I sort of planned this, it is his birthday” We still had about 45 minutes before landing. “Look I’m sort of a bit weirded out by this.” “Hey, I brought you something… tissues… I’ll be quicker this time… go on, I know you want to” She grabbed my hard cock through my jeans again and undid my fly. My cock was throbbing again, and Brenda was stroking me expertly, concentrating on the sensitive plane on the underside just below the tip. She reach down under the blanket with a wad of tissues in her hand. I came quickly. “There, is that OK? I told Frank about your cock, he would love to see it. He likes bigger dicks than his. I just like dicks.” Brenda was obviously excited. The young couple were cuddling and whispering to each other. “Umm I ah, don’t know what to say, um thank you that was amazing.” We landed, collected our overhead luggage and exited the plane. At the carousel I was formally Frank and Trish and Jeremy. Frank thanked me again, adding, “I know all this is a bit extreme, but I hope you enjoyed it… life should be fun, people get too hung up about life to live it properly” I shook their hands and kissed cheeks, wished Frank a happy birthday and left alone in a cab. My phone rang, it was my wife, “Yeah, the flight was OK, without incident, the way I like it…”I held my fingers up to my nose and was transported to another place again. The End.